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Dear Fellow Shareholder,

On behalf of GrowMax Resources Corp.’s Board of Directors (the “Board”), I’d like to provide you with an update about our annual and special meeting of shareholders (the “Meeting”). The Meeting will be held on March 8, 2019 at 10:00 a.m. (Calgary time) at the offices of McCarthy Tétrault LLP at 4000, 421 7th Avenue S.W Calgary, Alberta, Canada.

As you may be aware, a new Meeting date was required as a result of legal action initiated at the Court of Queen’s Bench of Alberta by BullRun Capital Inc. and Kulwant Malhi (together, “BullRun”).  I encourage you to read our letter to shareholders,  where we detail GrowMax’s victory in court and provide some background about our Board and our vision for GrowMax. We also address many of the false accusations and significant misinformation spread by BullRun, a self-interested activist.

We understand that this has been a long process but remind you that your vote at this Meeting is very important and will decide the future direction of your company.

Our Vision for GrowMax

Shareholders are being asked to consider and vote upon a number of items of business, including the composition of GrowMax’s Board of Directors and our proposed acquisition of PrimaSea which, through its wholly-owned subsidiary, Fertimar Mineração e Navegação Ltda. (“Fertimar”), is an established Latin American producer of lithothamnion based premium organic animal feed and plant fertilizer products.

As you consider your vote, I’d like to take this opportunity to provide you with some background about our Board and of our vision for GrowMax. We understand your frustration. That’s why, when I was brought on as CEO of GrowMax in late 2017, my mandate was very clear: Get our financial house in order and generate value for shareholders by developing the existing asset base and/or executing on new acquisition opportunities.

That’s exactly what we have done. Here are the facts:

We have:

  • A refreshed Board with significant operational and governance experience in natural resources, renewable energy, finance, and real estate. Our Board is independent, has a clear vision and is well-positioned to evaluate accretive opportunities and to put GrowMax on a growth trajectory.
  • A new management team with a depth of experience building and growing resource companies and an extensive track record in finance, accounting and M&A.
  • A strong balance sheet with cash reserves of more than $25 million combined with an acquisition that will bring cash flow and growth in a rapidly growing market.
  • Cut spending and executive compensation. Overall annual executive salaries and director fees have been reduced by approximately 66% since 2015.
  • An opportunity to grow. The opportunity to grow in a downturn and be well-positioned when investor interest in agricultural markets returns. (Buy low – contrarian investing).

VOTE YOUR BLUE PROXY FOR A BOARD YOU CAN TRUST; TO KEEP GROWMAX ON THE RIGHT TRACK

Shareholders are encouraged to vote only their BLUE Proxy “FOR” all of management’s qualified and experienced director nominees and “FOR” the PrimaSea acquisition.

The PrimaSea acquisition gives shareholders a multi-generational asset that enjoys revenue streams in two growing premium market segments: plant nutrients and animal feed.

With our investment in PrimaSea, our future is bright with increased cash flow, a stronger balance sheet, an enhanced Board and the flexibility to look at more opportunities, even in other sectors, if it makes financial sense.

If you have already voted and do not want to change your vote, no action is needed. If you have already voted using another proxy, we encourage you to vote again on management’s BLUE Proxy. The later dated BLUE Proxy will count as it supersedes any previously given proxy.

Shareholders are encouraged to vote online at www.proxyvote.com  to ensure votes are received in a timely manner as the deadline to vote is on March 6, 2019 at 10:00 a.m. (Calgary time), being 12:00 p.m. (Toronto time).

Vote BLUE today at www.proxyvote.com or by contacting Kingsdale Advisors toll free at 1-866-581-1479 or by email at contactus@kingsdaleadvisors.com. There is a team standing by to help.

Sincerely,

Stephen Keith
President & Chief Executive Officer
GrowMax Resources Corp.


Questions or Assistance Needed?

Contact Kingsdale Advisors, at 1.866.581.1479 toll-free in North America; or via email at contactus@kingsdaleadvisors.com.

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